In between making the disastrous Spider-man 3 and Oz the Great and Powerful, director Sam Raimi made what The Middleman once called "a zombie palate cleanser": the masterfully nuts B-movie Drag Me to Hell. As you watch the plodding action in Oz unfold, you'll find yourself wishing it had a bit more of the anything-goes spirit of a B-movie. There is a lot to love in this prequel to the famous 1939 movie, but the whole thing feels strangely defanged. Which is a problem in a flick that needs some darkness to fuel its light.

The Wizard of Oz as a story is extremely weird and disturbing. We often remember the 1930s movie as all dancing munchkins and rainbows, but L. Frank Baum's story riveted generations of children because of the wicked witch, the flying monkeys, and the very adult reveal that Oz is just a bunch of bullshit and there is no great wizard after all. The story is full of unsettling images and disappointment. Though the novel was published at the turn of the century, it was a perfect fable for the Depression Era when the movie came out. All that glitters turns out to be false. Even the shattered farmlands of impoverished Kansas are better than the shiny fascism of Oz.

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Instead of pulling that edgy message about distrusting authority into the contemporary era, however, Raimi chose to modernize the movie a different way. He mashed up the original film with a half-baked attempt to riff on Gregory Maguire's popular novel Wicked, which tells the Oz story from the Wicked Witch of the West's perspective. We meet said witch (Mila Kunis as Theodora), as well as her sister from the East (Rachel Weisz as Evanora), and find out about their sibling rivalry as well as their lifelong hatred of Glinda the Good Witch (Michelle Williams).

We also meet Oz (James Franco, channeling Johnny Depp), who turns out to have been a disappointing person basically for his whole life. He's a sideshow magician of some talent, whose main preoccupation seems to be seducing women by giving them music boxes he claims were once his grandmother's. Like every schtick in the film involving Oz, we are forced to see him do the music box thing over and over — just in case we didn't get the idea that he was a dull cad the first time, whose only real asset is a full head of hair. We're supposed to see that Oz aspires to be something great, and that if only he had enough self-esteem he'd be willing to settle down with the nice Kansas girl Wanda (also Michelle Williams). Unfortunately, he's just a narcissistic wanker, and manages to make the dimension-jump to the magical land of Oz by jumping into a hot air balloon to escape the angry boyfriend of one of the many women he's music boxed.

I should pause here to note that it goes without saying that this movie looks incredible. The black-and-white carnival, the scene with the hot air balloon, the tornado . . . Raimi's psychotic visual sense works marvelously here. Even the 3D effects are put to good use, which is rare. The land of Oz is supersaturated with color, and the creature effects are fantastic. The Emerald City is a gleaming, art deco delight, as it was in the '39 movie.

But unfortunately, the characters and plotting do not live up to the visuals. There's a kind of flabby nod to the idea that Theodora and Evanora have a co-dependent witch thing going on, which Oz whips into a frenzy by (you guessed it) music boxing Theodora when he first arrives in Oz. Meanwhile, Glinda has been banished from her rightful Emerald City throne by the wicked sisters, and lives (literally) inside a bubble with her munchkin, farmer and tinker friends. All of them are obsessed with Oz because there's a legend that the people of their land will "go free" when a great wizard named Oz arrives.

Now Oz will have to prove himself, with the help of a sarcastic flying monkey and a tiny porcelain girl, by saving everybody. It's your typical manchild becomes man plot, with the witch Glinda for some reason deciding that a fake, neurotic wizard makes more sense as a ruler than a good witch with superpowers who also happens to be next in line for the throne. This would actually make sense as a story arc if we ever, at any point, really found something to like about Oz — or even something concrete to believe about him at all, other than "he's a loser who needs to wave his arms around to feel better."

One might say the same thing about the witches, whose goodness and evil feel more like fashion choices than actual moral issues. Instead of plunging us into dark weirdness and doubt with this story, Raimi gives us the plot of a typical Kevin James comedy, where the schlub makes good by doing something vaguely unconventional. There is no terror, and there is no awe. Instead of delving into the disturbing implications of that man behind the curtain, Oz the Great and Powerful celebrates what's in front of the curtain. And the result is nothing more than smoke and mirrors.